GREENS : PUBLICATION OF UNAUDITED FINANCIAL INFORMATION FOR THE SIX MONTHS ENDED 30 JUNE 2019/UPDATE ON THE WHITEWASH TRANSACTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

GREENS HOLDINGS LTD

格菱控股有限公司*

(IN PROVISIONAL LIQUIDATION)

(incorporated in the Cayman Islands with limited liability)

(Stock code: 01318)

PUBLICATION OF UNAUDITED FINANCIAL INFORMATION FOR THE SIX MONTHS

ENDED 30 JUNE 2019

UPDATE ON THE WHITEWASH TRANSACTION

This announcement is made by Greens Holdings Ltd (In Provisional Liquidation) (the "Company") pursuant to an obligation to make regular announcements updating the market about any material developments relating to the whitewash transaction under General Principle 6 of the Takeovers Code.

Reference is made to the announcements of the Company dated 6 August 2015, 22 September 2015, 13 October 2015, 7 December 2015, 7 January 2016, 15 November 2017, 8 December 2017, 13 December 2017, 8 January 2018, 8 February 2018, 13 February 2018, 14 February 2018, 20 March 2018, 13 April 2018, 14 May 2018, 14 June 2018, 13 July 2018, 1 August 2018, 28 August 2018, 27 September 2018, 18 October 2018, 1 November 2018, 30 November 2018, 28 December 2018, 28 January 2019, 28 February 2019, 29 March 2019, 30 April 2019, 30 May 2019, 28 June 2019 and 25 July 2019 (the "Announcements"). Capitalised terms herein shall bear the same meanings as defined in the Announcements, unless stated otherwise.

PUBLICATION OF UNAUDITED FINANCIAL INFORMATION FOR THE SIX MONTHS ENDED 30 JUNE 2019

As at the date of this announcement, the Company is yet to release its annual reports for the years ended 31 December 2015, 2016, 2017 and 2018 and its interim reports for the six months ended 30 June 2015, 2016, 2017, 2018 and 2019 as required under the Listing Rules. According to Rule 13.49(6) of the Listing Rules, the Company must publish preliminary announcement of its results for the six months ended 30 June 2019 not later than 31 August 2019. The Company is currently still preparing the revised Circular reflecting comments raised by the regulators and working with its auditors to finalise the audit of the financial information of the Group for the years ended 31 December 2015, 2016, 2017 and 2018 (the "2015-2018Annual Results") and the unaudited financial

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information of the Group for the six months ended 30 June 2015, 2016, 2017, 2018 and 2019 (the "2015-2019Interim Results").

In order to keep the shareholders of the Company (the "Shareholders") and the public informed of the Group's financial position, the JPLs herewith provide the Shareholders and the public with the preliminary unaudited financial information of the Group for the six months period ended 30 June 2019, together with the unaudited comparative figures for the six months ended 30 June 2018 (the "Unaudited Financial Information").

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INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the six months ended 30 June 2018 and 2019
		For the six months ended 30 June
		2019	2018
		RMB'000		RMB'000
		(Unaudited)		(Unaudited)
Revenue	-		-
Gain on dissolution/striking off of subsidiaries	93,467	-
Administrative expenses	(1,365)	(7,335)
Exchange gain	389	2,080
Finance costs	(9,395)		(13,069)
Profit/(loss) before tax	83,096	(18,324)
Income tax expenses	-	-
Profit/(loss) for the period, attributable to
owners of the Company	83,096	(18,324)
Basic and diluted earnings/(loss) per share
attributable to owners of the Company:	RMB0.067		(RMB0.015)
Profit/(loss) for the period	83,096	(18,324)
Other comprehensive loss, net of tax:
Exchange differences arising on translation
from functional currency to presentation
currency	(272)		(8,114)
Other comprehensive loss, net of tax	(272)	(8,114)
Total comprehensive profit/(loss) for the
period, attributable to owners of the
Company		82,824		(26,438)

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INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2019 and 31 December 2018

		30 June		31 December
		2019	2018
		RMB'000		RMB'000
		(Unaudited)		(Unaudited)
Current assets
Bank balances and cash	3,999	4,130
Current liabilities
Other payables, accruals and deposits
received	52,977	55,370
Due to a former director	49,660	48,705
Due to a shareholder	1,895	1,894
Due to deconsolidated subsidiaries	22,037	111,922
Bonds	145,500	145,450
Provision of corporate guarantee for liabilities
of deconsolidated subsidiaries	274,243	265,926
Current tax liabilities	5,696		5,696
		552,008		634,963
Net current liabilities	(548,009)		(630,833)
Total assets less current liabilities	(548,009)		(630,833)
Net liabilities	(548,009)	(630,833)
Capital and reserves
Share capital	85,004	85,004
Reserves	(633,013)		(715,837)
Total deficits		(548,009)		(630,833)

Pursuant to Rule 10 of the Takeovers Code, the Unaudited Financial Information constitutes a profit forecast which should be reported on by the financial adviser and the auditors/reporting accountants of the Company and their reports must be included in the next document to be sent to the Shareholders under Rule 10.4 of the Takeovers Code. However, since the Unaudited Financial Information contains the preliminary unaudited financial information of the Group for the six months ended 30 June 2019 which must be published by the Company not later than 31 August 2019 pursuant to Rule 13.49(6) of the Listing Rules and the Company is currently still finalising the audit and preparing the revised Circular, the Company has encountered genuine practical difficulties (time- wise or otherwise) in meeting the reporting requirements set out in the said Rule 10.4 of the Takeovers Code.

Subject to the Stock Exchange's in-principle approval for trading resumption, the JPLs plan to publish the outstanding annual reports (which will include the 2015-2018 Annual Results) and interim reports (which will include the 2015-2019 Interim Results) as soon as practicable and in any event no later than convening of the extraordinary general meeting to approve the transactions contemplated under the Revised Proposed Restructuring. Publication of the 2015-2018 Annual Results and the 2015- 2019 Interim Results on or before the despatch of the Circular would fall under Rule 10.9 of the

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Takeovers Code and the reporting on requirements of the Unaudited Financial Information will no longer be required.

Shareholders and potential investors of the Company are reminded that the Unaudited Financial Information is subject to changes resulting from, among others, further review by the Company and its auditors and any adjustments that might be proposed by the auditors. The Company cannot guarantee the Unaudited Financial Information reflects the financial performance and condition of the Company.

The Company would also like to draw the attention of the Shareholders and potential investors of the Company that the Unaudited Financial Information does not meet the standard required by Rule 10 of the Takeovers Code. Shareholders and potential investors of the Company should exercise caution in placing reliance on the Unaudited Financial Information in assessing the merits and demerits of the transactions contemplated under the Revised Proposed Restructuring and when dealing in the Shares.

UPDATES ON THE REVISED RESUMPTION PROPOSAL

As disclosed in the announcement of the Company dated 25 July 2019, the Target Company made the Quota Application to Langfang Municipal Ecological Environment Bureau (廊坊市生態環境局) and the Department of Ecology and Environment of Hebei Province (河北省生態環境廳). The relevant approvals were obtained on 4 July 2019 and 26 July 2019 respectively and the Quota Application was subsequently submitted to the Ministry of Ecology and Environment of the PRC (中華人民共和國生態 環境部) (the "MEE") for its final approval.

On 14 August 2019, the MEE published the approved results of the Quota Application in the official website of China Solid Waste and Chemicals Management and Technology Centre (環境保護部固體 廢物與化學品管理技術中心) which is a public unit belonging to MEE. Of the import quotas of 7,000 tons of copper scrap and 5,000 tons of aluminum scrap applied for by the Target Company, MEE has granted import quotas of 800 tons of copper scrap and 160 tons of aluminum scrap to the Target Company. Given that the approved total amount of import quotas is below that specified in the Quota Application, the Target Company is currently evaluating the feasibility of procuring additional quantities of domestic scrap metals, as well as the overall impact of the limited import quotas and the additional time and efforts that may be incurred in sourcing scrap metals domestically on the business and financial performance of the Target Company.

It is currently expected that after the Sponsor and the other professional parties have fully addressed

1. the impact of the New PRC Regulations on the business and financial performance of the Target Group and the New Listing Application and; (ii) certain proposed amendments to the Revised Proposed Restructuring to comply with the regulatory requirements with respect to, amongst others, the minimum market capitalisation requirement which took effect in February 2018, the Company will reactivate the New Listing Application, which has lapsed on 24 February 2019, by refiling a renewed New Listing Application pursuant to Rule 9.03(1) of the Listing Rules. The Company intends to despatch the Circular to the Shareholders and convene the extraordinary general meeting to approve the transactions contemplated under the Revised Restructuring Agreement as soon as practicable thereafter.

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Subject to fulfillment or waiver (as applicable) of the conditions precedent of the Revised Restructuring Agreement and the Stock Exchange's approval of the resumption of trading of the Shares on the Stock Exchange, it is the Company's tentative plan to complete the aforesaid transactions and resume trading of its Shares on the Stock Exchange in 2020. As said above, the aforesaid tentative timing is subject to a number of conditions and may or may not materialise.

SUSPENSION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange has been suspended from 9:00 a.m. on 2 June 2015. Trading in the Shares will remain suspended until further notice.

The publication of this announcement does not indicate any decision or conclusion from the Stock Exchange nor warrant any approval from the Stock Exchange on the trading resumption in the Shares. In addition, the transactions contemplated under the Revised Restructuring Agreement and trading resumption in the Shares are subject to the fulfillment of a number of conditions precedent and therefore may or may not materialise and proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

For and on behalf of

GREENS HOLDINGS LTD

(In Provisional Liquidation)

Patrick Cowley, Lui Yee Man and Jeffrey Stower

Joint Provisional Liquidators

Hong Kong, 30 August 2019

As at the date of this announcement, the board of directors of the Company comprises three executive directors, namely Mr. XIE Zhiqing, Ms. CHEN Tianyi, and Mr. GE Lingyue, and one independent non-executive director, namely Mr. Jack Michael BIDDISON.

The Joint Provisional Liquidators jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

* for identification purposes only

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